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8-KAccepted Oct 19, 4:50 PM ET

CytoDyn Inc.: appoints Robert E. Hoffman as CEO

CYDYCytoDyn Inc.

Accepted (ET)

4:50 PM

Oct 19, 2026

Filed

Oct 19, 2026

Documents

46

Size

16.4 MB

Summary

CytoDyn Inc.: appoints Robert E. Hoffman as CEO

Updated

What happened The filing reported that on Oct 16, 2026 the board appointed Robert E. Hoffman as the company’s chief executive officer, effective Oct 20, 2026. The filing reported that on Oct 16, 2026 Jacob P. Lalezari confirmed his resignation as chief executive officer, effective Oct 20, 2026, and accepted a non-executive role as Head of Research and Translational Sciences. The filing reported that Mr. Hoffman will continue to serve as the company’s principal accounting officer and has served as chief financial officer since May 15, 2025.

Key details

  • Mr. Hoffman, age 60, has served as CFO since May 15, 2025 and will continue as principal accounting officer. No family relationships exist between Mr. Hoffman and other executives or directors.
  • The board’s compensation committee approved, effective Oct 20, 2026: an increase in Mr. Hoffman’s annual base salary to $525,000 and an increase in his bonus target rate from 40% to 50%.
  • The company granted Mr. Hoffman options to purchase 2,500,000 shares under the Amended and Restated 2012 Equity Incentive Plan, with an exercise price equal to the higher of the closing prices on Oct 16, 2026 and Oct 20, 2026, a term ending on Oct 16, 2036, vesting 25% on Oct 16, 2027 and the balance in equal monthly installments through Oct 16, 2030.
  • The filing reported that the company issued a press release on Oct 19, 2026 announcing Mr. Hoffman’s appointment and related information. The company and Dr. Lalezari also executed an agreement for his continued employment in the new role with no changes to his compensation.

Why it may matter The filing reports Item 5.02 (departure of directors or certain officers; election of directors), which covers the officer change described above, and Item 7.01 (Regulation FD disclosure), which covers the Oct 19, 2026 press release. A filing does not show why the insider traded or why the company acted.

AI-written summary · check the filing